By-Laws
If you are a member of the Chamber and would like a paper copy of these by-laws, please email boonvillechamberny@gmail.com.
Boonville Area Chamber of Commerce By-Laws
Adopted July 11, 2024
Article 1 – Name
The name of the organization is incorporated under the laws of the State of New York and shall be formally known as the Boonville Area Chamber of Commerce, Inc. as per the certificate of incorporation filed January 20, 1961. The working name is Boonville Area Chamber of Commerce (hereinafter referred to as the “Chamber”).
Article 2 – Mission
Our mission is to strive to develop a positive business environment in the community of Boonville and surrounding areas, while driving economic growth and promoting tourism.
Article 3 – Political Affiliation
The Chamber is nonpartisan, nonsectarian and shall take no part in, affiliate, nor lend its support to the election or appointment of any candidate for any public office.
Article 4 – Memberships
Any person, business or organization in Boonville or the surrounding areas shall be eligible for membership in the Chamber upon payment of annual membership dues outlined on the yearly membership application, as well as approval by the Board of Directors (hereinafter referred to as the “Board”). Annual dues are prorated throughout the current membership year and are non-refundable.
1. Classes of Memberships:
A. Individual
B. Businesses/Organizations
C. Courtesy: The Board may elect to give a membership to town owned organizations and area churches. Membership dues are waived and voting rights are excluded.
D. Reciprocal: Membership dues are waived and voting rights are excluded.
2. Voting Rights: Individual, Business, or Organization memberships that are up-to-date on membership dues have the entitlement of one vote per class in each election at the Annual Meeting of Elections. Courtesy and Reciprocal memberships do not have the entitlement to vote.
3. Voting Nominations: Any person who has been a member for a year and has interest in a vacant opening or an upcoming election can submit a formal letter of interest to the Chamber office.
4. Relinquishment: Any member of any class can formally relinquish their membership to the Chamber in writing. You then have the right to repeal your decision, in writing, during the remainder of your membership.
5. Refunds: All memberships are non-refundable!
6. Suspension: The President of the Board has the authority to immediately suspend any membership with just cause. The suspension must immediately be reported to the rest of the Board, where a date will be set to review the membership. The accused will be sent a letter at least 7 days before the review to have the opportunity for rebuttal. An immediate decision will be made by the Board at the end of the review to reinstate the membership or terminate it completely.
7. Removal: A membership may be terminated with just cause by a majority vote by the Board. A formal letter will be sent stating the termination and the reason.
8. Denial: Once a membership application is submitted, the Board has the authority to deny any memberships with just cause.
Article 5 – Meetings
1. Board Meeting Dates: An organizational meeting will be held at the beginning of each membership year to make a tentative schedule of monthly meetings for the full year. The Board will meet at least once monthly. This schedule will be published on the website and included with the membership receipt or newsletter.
2. Board Meeting Locations: If the Board cannot determine the location of monthly meetings on the yearly schedule, “TBA” will appear on the schedule. The Board will list the date, time and location of the next meeting on the Chamber’s website with an agenda, if possible. Meetings will be held in person, but can include virtual meetings in addition to or instead of, if needed.
3. Parliamentary Rules: All business conducted by the Chamber, including meetings, shall be governed by the latest edition of Robert’s Rules of Order Newly Revised.
4. Attendance: Board meetings are closed meetings, meaning only members can attend, unless otherwise advertised ahead of time. Active members have a right to attend all meetings and ask questions, offer suggestions, and address concerns. Non-members can attend meetings if they are approved by the Board before the meeting. Anyone who cannot behave in a professional manner, interrupts or creates a hostile environment will be asked to leave or be removed.
5. Postponements/Cancellations: Meetings can be postponed or cancelled due to weather, sickness, or lack of quorum. If postponed, a new meeting date, time and location will be listed on the website. If a meeting is in jeopardy of cancelling, the meeting can be held virtually with notice on the website.
6. Quorum: The Board must meet a quorum to hold a meeting. Quorum is half of the Officers and Directors. If a meeting is cancelled due to lack of quorum, the next meeting can convene even if the quorum is not met. It must state in the minutes that a quorum cannot be met and would be detrimental to continue to postpone or cancel meetings.
7. Calling a Meeting Not Scheduled: a. If a meeting needs to be called in regards to daily functions of the Chamber, advertising, membership issues, the President or two other officers can call a Special Meeting. The meeting notice should be sent to the Board by mail, email or personally delivered, as well as listed on the website with the date, time and location not less than (10) ten days beforehand. Active members can participate and will be structured like a normal monthly meeting.
b. If a meeting needs to be called in regards to employees, member issues, or any other sensitive matters, the President or officer or director can call an Executive Session during a monthly meeting. The meeting gets closed to the public and the only thing that needs to be announced at the monthly meeting is whether the Board took action or not. If they did, they must include the decision in the minutes, but do not have to disclose to the public what that action was. Minutes must still be recorded and kept.
c. In the event of an emergency situation or a time-sensitive situation, the Board can vote by email to make decisions requiring a vote. The Secretary must send an email with a summary of the situation to the emails on file for each Board member. It also must ask a yes or no question in order to vote on the issue. The Secretary will print the return emails, tally the votes and email the Board with the final determination. The Secretary will keep the printed emails with the recorded minutes.
8. Annual Meeting of Elections: The Board will meet every May to hold a closed election for members to vote for Officers and Board of Directors. The meeting notice will be printed in at least one newspaper, along with on the website and social media running for 2 consecutive weeks at least 2 weeks before this meeting. These notices must be kept with the meeting minutes indefinitely. Elections for positions of Officers and Directors will stagger as written in the attachment added to these bylaws. Any new positions elected in will be seated 30 days after elections.
Article 6 – Board of Directors
The daily workings of the Chamber, the direction of its work and control of its property shall be vested in a Board of Directors consisting of no less than 3 officers and no more than twelve. Officers consist of a President, Vice President, Executive Secretary, Treasurer and Directors. A second Vice President can be elected if the need arises. All Officers and Directors shall be elected for a term of 4 years. All positions are voluntary.
1. President: The President’s duties include the following:
a. Uphold and enforce these by-laws;
b. Attend and preside over every Board meeting or any other meeting pertaining to the Chamber;
c. All duties included under § 5 -Director in this article
2. Vice-President: The Vice-President’s duties include the following:
a. Fulfill the duties of the President if he/she is unable;
b. All duties included under § 5 -Director in this article; and
c. Any other duties the Board feels necessary.
3. Secretary: The Secretary’s duties include the following:
a. Answer and make phone calls pertaining to the Chamber;
b. Handle email inquiries by replying or directing to appropriate person;
c. Pick up and process all incoming mail;
d. Conduct official Chamber correspondence;
e. Preserve all incoming documents and correspondence, as well as copy all outgoing;
f. Maintain an accurate and complete record of the meeting minutes;
g. Maintain budget for office supplies and order approved supplies;
h. Prepare any bulk mailings;
i. Create quarterly newsletter;
j. Maintain up-to-date membership list – joint task with Treasurer
k. Send welcome packet for new members;
l. All duties included under § 5 -Director in this article; and
m. Assist all Board members as requested.
4. Treasurer: The Treasurer’s duties include the following:
a. Send renewal letters to members annually;
b. Collect money for memberships, events, products, etc.;
c. Type receipts for memberships, products, etc.;
d. Conduct banking;
e. Write expense checks as approved by Board;
f. Maintain petty cash;
g. Complete monthly treasury report to submit at monthly meetings;
h. Preserve all bills, receipts and invoices for the fiscal year;
i. Maintain up-to-date membership list – joint task with Secretary;
j. All duties included under § 5 -Director in this article; and
k. Assist all Board members as requested.
5. Director: The duties of the Director’s include the following:
a. Active participation in as many of the programs, promotions and events sponsored or endorsed by the Chamber as possible;
b. Being a Chamber member for 12 consecutive months;
c. Be a volunteer for at least one major event that is hosted by the Chamber;
d. Positive support and promotion of the Chamber and all its activities;
e. Any Director may be authorized to act as a representative of the Chamber (events, meetings, special circumstances);
f. Vote at meetings; and
g. Pursue new memberships.
6. Absenteeism: An Officer or Director who is absent from three (3) consecutive monthly meetings without justifiable cause shall be reviewed in an Executive Session during the next Board meeting. The Board will decide if the person can fulfill the remainder of their term or if they need to step down from their position. The Board has the power and authority to fill any vacant openings in any Officer or Director position. The Board will vote on a substitute to fill the position on an interim basis until the next election.
7. Conduct: All Officers, Directors and Chamber members representing the Chamber in public at events will conduct themselves in a professional manner. At no time will anyone give a media statement unless it is discussed and approved through the Board.
8. Chamber Property: If any Chamber property is borrowed and/or lost or damaged, it must be replaced within 30 days. At the end of term of office, all property of the Chamber (keys, books, papers, etc.) must be immediately returned to the Chamber.
Article 7 – Committees
The Board, at any time, can create a committee to work on a specific matter. Committees can meet at any location. Written reports will be presented to the Board.
Event Planning Committee: Oversees all events of the chamber and presents monthly written reports to the Board.
Boonville Farmers Market Committee: The Farmers Market is an entity of the Chamber with its own accounting. The food sold at the Boonville Farmers Market is regulated by New York State and we adhere to their rules and regulations. A monthly written report is presented to the Board.
Fundraising Committee: Oversees any fundraising campaigns and presents monthly written reports to the Board.
Article 8 – Amendments
These by-laws may be amended, refined, or repealed and new by-laws may be adopted at any meeting of the Board. It must be placed on the meeting agenda and voted on by the Board. A copy of the amendment or a copy of the new by-laws must be submitted with IRS Form 990 at the end of the fiscal year.